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CF-005.024 Welocalize Supplier Mutual NDA
CF-005.024 Welocalize Supplier Mutual NDA
CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 1
WELOCALIZE, INC.
MUTUAL NONDISCLOSURE AGREEMENT
4. Exceptions. Notwithstanding the above, neither Party shall have liability to the
other with regard to any Confidential Information of the other Party which the
Receiving Party can prove: (i) was in the public domain at the time it was disclosed or
has entered the public domain through no fault of the Receiving Party; (ii) was known
to the Receiving Party, without restriction, at the time of disclosure; (iii) is disclosed
with the prior written approval of the Disclosing Party; (iv) was independently
developed by the Receiving Party without any use of the Confidential Information of
the Disclosing Party; (v) becomes known to the Receiving Party, without restriction,
from a source other than the Disclosing Party without breach of this Agreement by
the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; (vi) is
disclosed pursuant to the order or requirement of a court, administrative agency, or
other governmental body; provided, however, that the Receiving Party shall provide
prompt notice of such court order or requirement to the Disclosing Party to enable
the Disclosing Party to seek a protective order or otherwise limit such disclosure.
5. No Modification and Return of Materials. Each Party agrees that it shall not
modify, reverse engineer, decompile, create other works from or disassemble any
software programs contained in the Confidential Information of the other Party unless
CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 2
WELOCALIZE, INC.
MUTUAL NONDISCLOSURE AGREEMENT
permitted in writing by the Disclosing Party. Any materials or documents that have
been furnished by one Party to the other in connection with the Relationship shall be
promptly returned by the Receiving Party, accompanied by all copies of such
documentation, within thirty (30) days after (a) the Relationship has been rejected or
concluded or (b) the written request of the Disclosing Party, except that the Receiving
Party may retain one (1) copy for the Receiving Party’s legal archives.
7. Term. The foregoing commitments of each Party shall survive any termination
of the Relationship, and shall continue for a period terminating three (3) years from
the date on which Confidential Information is last disclosed hereunder, provided that
any Confidential Information which constitutes a trade secret shall remain subject to
the non-disclosure and non-use restrictions in this Agreement until such Confidential
Information ceases to be a trade secret.
9. General. (i) The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the Parties,
provided that the rights and obligations under this Agreement may not be assigned
by the Receiving Party without the Disclosing Party’s prior written consent unless the
assignee shall be the assignee’s successor entity. (ii) If one or more provisions of this
CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 3
WELOCALIZE, INC.
MUTUAL NONDISCLOSURE AGREEMENT
Agreement are held to be unenforceable under applicable law, then such provision
shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable. (iii) This
Agreement shall be governed in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law. (iv) Any term of this Agreement
may be amended with the written consent of Welocalize and Supplier. (v) This
Agreement constitutes the entire agreement between the Parties hereto pertaining
to the subject matter hereof and merges all prior negotiations and drafts of the Parties
with regard to the transactions and/or relationships contemplated herein.
The Parties have executed this Mutual Nondisclosure Agreement as of the date last
below written.
_ _______________________________
CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 4